Terms and Conditions
TERMS OF SERVICE
DIGITAL DISTRIBUTION SERVICES AGREEMENT:
UPDATED: Wednesday, January 23, 2019
GW Gill’s Way DIGITAL DISTRIBUTION DEAL is a music distribution service owned and operated by GW Gill’s Way (“Gill’s Way”). Gill’s Way provides a service (the “Service”) that provides its customers (“Customers”) with digital music distribution services over 3,000 platforms worldwide in addition to cataloguing in 8,000 music libraries. Gill’s Way has access to applicants for this service and reserves the right to reject any applicant. Rejection of such an application will result in a refund of the purchase price.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS MANDATORY INDIVIDUAL COMMITMENTS AND WAIVER PROVISIONS THAT REQUIRE STRICT ADHEREANCE TO BE CONSIDERED FOR APPLICATION AND TO REMAIN IN GOOD STANDING WITH GILL’S WAY. A FAILURE TO MEET THE OBLIGATIONS OUTLINED WITHIN THIS AGREEMENT WILL RESULT IN TERMINATION OF ANY AND ALL RELATIONSHIP WITH GILL’S WAY WITHOUT REFUND.
Acknowledgement and Acceptance of Digital Distribution Deal Services Agreement
This Terms of Service Agreement (“Terms of Service” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between Gill’s Way and you. By purchasing this service, you are applying to become a client of GW Gill’s Way and purchaser of its Digital Distribution Deal. In doing so, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. Your successful application and beneficial use of this service evidences your intent to accept and agree to the terms, conditions and notices contained and/or reference herein.
GW Gill’s Way reserves the right to amend this Agreement and to add additional terms at any time, effecting upon making the modified provisions available on its website or by notifying you directly. You are responsible for regularly reviewing the Terms of Service for modifications and updates to its terms. Continued use of the service after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the website, GW Gill’s Way does not assume any obligation to notify successful applicants of any changes to this Agreement, nor the creation or modification of any of its terms.
Notwithstanding the previous paragraph or any contrary language in this Agreement, the Arbitration Agreement in Section 9 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by the Company and You.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms (including IRS Form 1099-MISC) and any other notices [documents?] required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.
Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work and legally authorized to work in the United States to become a beneficiary of this service. If you do not meet these criteria, you may not register to become a beneficiary of this service.
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
2. RELATIONSHIP POSTURE
2.1 Grants GW Entertainment the license to distribute your music via Digital Downloads with our technology partners – also known as “Sub-Distributors”.
2.2.GW Entertainment will pay you 80% of all net revenues received on the sale of your digital downloads on a quarterly basis (Single, EP, or LP)
2.3You are responsible for any mechanical or other royalties due on any cover songs or songs otherwise written or published by someone other than you.
2.4You agree that if we place your music for sale with our partners – you will let us manage those accounts and you will not set up a direct account with our partners
during the term. Any existing accounts need to be identified at start of contract
2.5You will benefit from any marketing we do to promote the sale of digital downloads through our partners! We will be able to use your name & likeness for marketing & promotional purposes.
2.6 Term of license is for 12 months and will automatically renew unless either party terminates with at least 30 days written notice. Upon notice, termination would occur at end of term.
3. Benefits and Contributions. You are not entitled to or eligible for any benefits that Wonolo, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Wonolo will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Wonolo, or any affiliate of Wonolo (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by Wonolo, its parents, subsidiaries, affiliates or other related entities.
4. Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, Wonolo will report the Payments paid to you for services rendered as part of Wonolo engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Wonolo for the cost of any tax liabilities incurred by Wonolo as a result of your failure to pay all applicable taxes in a timely manner.
5. NO CONFLICTS
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Wonolo Engagement, or that is otherwise inconsistent with this Agreement or any Wonolo Engagement.
6. REPRESENTATIONS AND WARRANTIES
6.1 General. You represent, warrant, and covenant that:
(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);
(b) You will comply with all of the terms of this Agreement;
6.2. Indemnification. You will indemnify and hold harmless GW Gill’s Way and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any GW Gill’s Way engagement, which act or omission gives rise to any claim for damages against you, GW Gill’s Way and/or its parents, affiliates, employees or agents. specifically denies any obligation to defend and/or indemnify you from and against an GW Gill’s Way y third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any e GW Gill’s Way engagement.
6.3 Insurance. You acknowledge that you are a client, not an employee of GW Gill’s Way. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by GW Gill’s Way to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. GW Gill’s Way requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for GW Gill’s Way, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that GW Gill’s Way may provide to its employees.
6.4 Warranty Disclaimer. The Service is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL WONOLO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WONOLO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY WONOLO FOR WONOLO ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
8. TERM & TERMINATION
8.1 Term; Termination by GW Gill’s Way. This Agreement is for a term of 12 months, and is automatically and continuously renewed for additional 60-day terms with continued use. GW Gill’s Way reserves the right to terminate your access to the Service if you materially breach the Agreement, if you violate the law in connection with your use of the Application (or in connection with the rendering of the Services) or if you have otherwise engage in conduct in using the Services that GW Gill’s Way, in its sole discretion, believes in good faith to be detrimental to its business interests.
8.2 Survival. Sections 3 (“Nature of the Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”) and 8.2 (“Survival”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.